Publisher Terms & Conditions
PLEASE READ THE FOLLOWING VERY CAREFULLY. BY ACCESSING AND USING AN ACCOUNT AND ELECTING TO PARTICIPATE IN THE UNRULY PUBLISHER NETWORK (OR CONTINUING TO PARTICIPATE FOLLOWING ANY POSTED OR NOTIFIED REVISION OF ANY PART OF THE PUBLISHER AGREEMENT), YOU REPRESENT, WARRANT AND COVENANT THAT YOU ARE ABLE TO AGREE AND ENTER INTO AND PERFORM THE OBLIGATIONS SET FORTH IN THE PUBLISHER AGREEMENT AS AND PERTAINING TO “PUBLISHER” AND YOU ARE AND WILL BE BOUND BY THE PUBLISHER AGREEMENT. IF YOU WORK FOR OR REPRESENT A COMPANY OR OTHER ENTITY THAT IS THE “PUBLISHER” FOR THE PURPOSES OF THE PUBLISHER AGREEMENT, YOU FURTHER REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO AGREE TO AND PERFORM THIS PUBLISHER AGREEMENT ON BEHALF OF SUCH COMPANY OR ENTITY.
The “Publisher Agreement" is between you, as an individual and, if applicable, the entity you represent ("Publisher"), on the one hand, and Unruly Group Limited (“Unruly”), on the other hand, and consists of all of the following:
These "Unruly Publisher Terms and Conditions"
The Unruly Website Terms of Service located at http://www.unrulymedia.com/terms-service
The Publisher's Frequently Asked Questions or "FAQ" located at https://wiki.unrulymedia.com/display/publisher/Publisher+FAQ
The "Unruly Network Policies" located at http://www.unrulymedia.com/publisher-policies
The "Privacy Policy" located at http://www.unrulymedia.com/privacy
The "Unruly Media Player License Agreement" located at http://www.unrulymedia.com/legal/player-license
Any and all insertion orders, if any, and the terms and conditions contained therein that may be submitted to Publisher from time to time by Unruly.
All of the above are incorporated by reference herein, as the same may be amended. Any URL referenced anywhere in the Publisher Agreement may be relocated or redirected to a different URL by Unruly. The Publisher Agreement in English is the definitive legal version for all locales.
The Publisher Agreement governs Publisher’s participation in Unruly’s network of website publishers and other parties that own, control or manage online advertising inventory (collectively, the "Unruly Publisher Network") and the potential opportunities for Publisher to earn fees for placements of social video advertising (“Video Advertising Placements”) by Unruly for its advertising clients. Unruly may freely transfer, subcontract, delegate or otherwise make available the benefits of the Publisher Agreement, in whole or in part, to any of its affiliates including without limitation Unruly Media Inc., Unruly Media S.A., Unruly Media GmbH, and Unruly Media Limited.
By enrolling in the Programme, subject to approval of your Site(s) by Unruly Media, Publisher agrees that Unruly Media or its suppliers may serve third party-provided and/or Unruly Media-provided Distributed Content on your Site(s). Unruly Media hereby grants to you a non-exclusive, non-transferable, non-sublicensable limited licence to display each item of Distributed Content in accordance with the terms of the Publisher Agreement provided that (i) when called as a result of a user visiting a Publisher’s Site(s), such display occurs only once and only within the particular web page to which the Distributed Content is initially transmitted; and (ii) the relevant Distributed Content may not be retained or stored by Publisher after such single display (other than in the ordinary course of the operation and archiving of a Site consistent with general industry practices). Publisher may not use any Distributed Content except as expressly authorized in this Publisher Agreement or any relevant insertion order. All Distributed Content shall be served by Unruly Media or its authorized third party suppliers.
Publisher will manage its participation in the Unruly Publisher Network through an assigned account area hosted on Unruly's MEME™ console (the “Publisher’s Account Area”). The MEME™ console is accessible via a website gateway located at www.unrulymedia.com (or successor URL). Use of any and all of Unruly’s websites, including without limitation the MEME™ console, are subject to the posted Terms of Service (located at http://www.unrulymedia.com/terms-service)
• All information provided by Publisher in Publisher’s Account Area, including without limitation email address(es) and other contact information, payee information, as well as listings and descriptions of all Publisher’s Site(s), must be complete, accurate, and maintained up-to-date at all times. Publisher grants Unruly and its affiliates full permission to send emails to all listed contacts and email addresses from time to time. Notifications sent to any email address(es) listed in Publisher’s Account Area will be deemed to have been received, even if any email address fails or is no longer current.
• A Publisher may only have one Publisher’s Account Area on the MEME™ console, though such one account may cover more than one Publisher’s Site(s). Even if Publisher could only list one website at registration, Publisher may add new and/or additional sites or other online offerings, subject to Unruly’s right to approve each such additional site or offering before Video Advertising Placements may be displayed.
• Multiple accounts held by the same individual or entity are subject to immediate termination (unless expressly authorized in writing by Unruly). If Unruly discovers that Publisher has registered for multiple accounts, Unruly may in its sole discretion decide which account to terminate, and without waiving any rights or remedies that may be available to Unruly, Unruly will have no obligation or liability in respect of any terminated account including without limitation any obligation to pay Publisher any monies being held or otherwise payable in relation to such terminated account.
All Video Advertising Placements will be served by Unruly (or its authorized third party suppliers) and must be displayed through use of the Unruly Media Player. Publisher will embed and use the Unruly Media Player on Publisher's Site(s) in accordance with the associated Unruly Media Player License governing use of such player.
• Publisher may not use any media player or other technology (other than the Unruly Media Player provided by Unruly) to display any Video Advertising Placements unless Unruly grants its express written approval in advance. Such approval may be conditioned upon such other media player meeting Unruly's video format, size, and technical requirements. Failure to obtain such prior approval can cause Publisher not to be properly credited with views, engagements or performance and adversely affect or void any payments for participating in the Unruly Publisher Network.
• Publisher may not copy, license, store, archive, reuse, redisplay, redirect or redistribute any Video Advertising Placements except to the extent necessary to display the Video Advertising Placement within an Unruly Media Player in each instance served by or on behalf of Unruly.
• Use of the Unruly Media Player or display of Video Advertising Placements may not be delegated, transferred or assigned by Publisher to any site or other online environment other than Publisher's Site(s). Publisher acknowledges that either Unruly or the applicable advertising client may at any time elect or decide to take down or terminate further use of a Video Advertising Placement with or without cause.
• Publisher may notify Unruly of its desire to take down or refuse to run a particular Video Advertising Placement or to feature the Video Advertising Placements of a particular advertising client, and Unruly will use commercially reasonable efforts to adhere to such take down or block requests, provided that Publisher may be required to fulfill any prior commitment made to Unruly or provide suitable make goods that are acceptable to Unruly.
• To operate each of Publisher’s Site(s) in a manner that does not infringe, violate, or misappropriate any of Unruly’s, advertising clients’ or any third party’s copyrights, trademarks, privacy, publicity or other intellectual property or proprietary rights and is at all times in compliance with the Unruly Network Policies;
• To disclose on each of Publisher’s Site(s) accurately and adequately, either through a privacy policy or otherwise, how data about end users is collected, used, stored, and shared, including, where applicable, what third parties (including Unruly, its advertising clients and others) may be serving content and advertisements, collecting information directly from end users, and placing or recognizing cookies via end users’ browsers or devices;
• To make all necessary or appropriate disclosures on each of Publisher’s Site(s) about being paid by sponsors, especially in relation to any uses of the Unruly Media Player or display of any Video Advertising Placements or other paid content and including without limitation as required by applicable law, regulation or established industry practice (such as, for example, Google's guidelines requiring the adding of 'no follow' attributes when featuring links to an advertising client’s site on Publisher’s Site(s));
• To not use, nor permit use of, any mechanical, computerized, fraudulent, deceptive, or any other invalid or artificial means of increasing viewership, engagement, impressions, usage or any other measure of Internet traffic at any of Publisher's Site(s) (including blocking advertising networks or commissioned affiliates directing traffic by such prohibited practices onto any Publisher's Site(s) displaying Video Advertising Placements); and
• To abide by additional restrictions or rules prescribed by certain advertising clients, applicable law or the industry in relation to display of certain Video Advertising Placements but only to the extent Publisher displays such Video Advertising Placements. For example, and without limitation, if Publisher displays Video Advertising Placements promoting alcohol beverages or their branded producers, Publisher must insure that Publisher's Site(s) displaying such Video Advertising Placements do not either (x) target or attract an audience of which more than 25% are under the applicable drinking age where such audiences reside (e.g., under 18 years of age in the United Kingdom and other European countries and under 21 years of age in the United States), unless the campaign is age gated or age targeted, or (y) encourage excessive alcohol consumption or driving or use of potentially dangerous machinery while consuming or under the influence of alcoholic beverages.
• Video Advertising Placements and associated campaigns may be subject to frequency cap limits which may be set to Unruly’s specifications in Unruly’s sole discretion for each such campaign.
Unruly has absolute and sole discretion for measuring results including without limitation impressions, unique clicks, views, engagements and/or other activity in relation to any Video Advertising Placements displayed on Publisher's Site(s), and calculating any payments, if any, owed or owing by any of Unruly's advertising clients for any performance on Publisher's Site(s) and generally across the Unruly Publisher Network. Publisher acknowledges that measurement may be affected by individual users' browser configurations (such as by way of example and without limitation, if an end user's browser has JavaScript disabled) and other factors outside of Unruly's, the advertising client's, or Publisher's reasonable control.
• Unruly reserves the right to adjust or disqualify Publisher’s or other participants' measurements or statistics to account for, among other things, invalid activity (including violations of the Unruly Network Policies), enforcement of contractual terms, and/or statistical errors.
• Unless separately agreed with Unruly and, as applicable, the applicable advertising client, no other measurements or statistics of any kind will be accepted by Unruly or have any effect on the amounts owing or paid to Publisher. In certain instances Unruly may in its sole discretion use a third party ad tracking service (including without limitation if required to do so by agreement with an advertising client or its agency or affiliate).
• Whether measured by Unruly or a third party ad tracking service, a discrepancy of up to ten percent (10%) as compared with Publisher's delivery of impression totals will be deemed acceptable. In the case of measurement discrepancies at higher than 10% during a relevant invoice period, the parties will use reasonable good faith efforts to reconcile and resolve the discrepancy, subject when appropriate to any resolution reached with any relevant advertising client, if any.
• Unruly may engage Publisher to reach a specified target audience (e.g., based on demographic, contextual, behavioral or other feature) for certain Video Advertising Placements, in which case Publisher agrees to deliver, and will be measured by Unruly for, only for those results that actually meet such specified target with deviations of no more than ten percent (10%) (or such other amount as may be agreed in writing) of the total results measured as determined by Unruly in its sole discretion.
In order to be paid any fees that may be owing, if any, Publisher is solely responsible for providing and maintaining accurate contact and payment information associated with Publisher’s account area within the MEME™ console. Any bank fees incurred by Unruly due to any error or omission of contact or payment information may be deducted by Unruly from any payment that may be owing to Publisher. Payments will be made by one of the following methods:
(a) For Publisher paid via PayPal or other automated or direct deposit methods, Unruly will pay Publisher from time to time on the same schedule as it may make payments to all other Publishers that are paid according to such methods, provided that no payments will be made until Publisher’s account has an earned balance of $50 or more; or
(b) For earned balances of $1,500 or more or as required according to an insertion order or other written agreement with Unruly (including via electronic mail), Publisher will submit written invoices to “Unruly Group Limited” (to the attention of the Accounting Department at 42-46 Princelet Street, London, E1 5LP, or successor address) for the amount of “revenue” stated in Publisher account area within the MEME™ console and/or such other amounts as Publisher and Unruly may have agreed to be payable.
• No invoice may be submitted for any Video Advertising Placements prior to when the relevant "revenue" amount is posted and in any event no sooner than the end of the calendar month in which such Video Advertising Placements occurred.
• Publisher will be paid within sixty (60) days following the end of the month in which such invoice is received by Unruly, provided that payments to Publisher may be withheld by Unruly pending receipt of payment from, and subject to Unruly being actually paid by, the applicable Unruly Advertising Client(s).
• Notwithstanding anything to the contrary contained herein, Unruly may, but shall have no obligation or liability to, pay any amounts if an invoice is not received by Unruly within six (6) months of the end of the month in which the relevant Video Advertising Placements ran on Publisher's Site(s).
The right to receive payments owing for any participation in the Unruly Publisher Network is personal to Publisher and may not be collected by or transferred to any third party (including as to any site(s) managed by Publisher that require separate payments) without Unruly’s express prior written approval. Unruly has the right to set off, claw back or charge back any amounts Publisher may owe to Unruly, any of its affiliates or any of Unruly's advertising clients against any amounts payable or otherwise owing to Publisher or in Publisher’s account. If Publisher disputes any payment made under the Video Advertising Placement, Publisher must notify Unruly in writing within thirty (30) days of any such payment, and any failure to do so within such thirty (30) day period shall be deemed a waiver by Publisher of any claim relating to any such disputed payment.
All payments due to Publisher under this Publisher Agreement will be exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Publisher will be responsible for payment of all Taxes and any related interest and penalties resulting from any payments made hereunder, other than any taxes based on Unruly’s net income. Unruly may be obligated by law to obtain tax information from Publisher and payments to Publisher may be withheld until Publisher provide this information or otherwise satisfy Unruly that Publisher is not a person from whom Unruly is required to obtain tax information or, if required by applicable law, may be subject to tax withholding.
Unruly may retain and use all information which Publisher provides or Unruly otherwise collects about Publisher or Publisher's Site(s), including without limitation site demographics, personal contact, bio, payment and other personal and non-personal information. Publisher grants Unruly the right to access, index and cache Publisher's Site(s), or any portion thereof, including by automated means such as Web spiders or crawlers.
• Unruly will use any personal information collected in accordance with the Unruly Privacy Policy at http://www.unrulymedia.com/privacy as may be amended.
• Unruly may also provide information in response to any legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims, or in the context of a public or private offering of its securities or any sale of its business or assets. Unruly disclaims all responsibility, and will not be liable to Publisher, however, for any disclosure of that information by any such third party.
Publisher agrees not to disclose or, other than as expressly permitted in connection with performance of the Publisher Agreement, use Unruly Confidential Information without Unruly's prior written consent.
• The term "Unruly Confidential Information" refers to: (a) commercial information relating to Video Advertising Placements, Unruly's advertising clients, including information about payments, payment history, rates, pricing, metrics, measurements, targets, and other specifications of any Video Advertising Placement or other advertising or promotional efforts relating to Unruly's advertising client, any Video Advertising Placements or the products or services promoted by such Video Advertising Placements; (b) all Unruly software, technology, programming, specifications, materials, guidelines, documentation, images and screen shots relating to any Video Advertising Placement, or the offerings on the Publisher's Account Area and elsewhere on the MEME™ console; (c) statistics and other information relating to a Publisher’s Site(s)’s performance in any Video Advertising Placement; (d) the terms of any portion or part the Publisher Agreement including any Exhibits, schedules or other attachments thereto; and (e) any other information designated in writing by Unruly as "Confidential" or an equivalent designation.
• Publisher may not use any performance data or other Unruly Confidential Information acquired during participating in any Video Advertising Placement for any Unruly of advertising clients to promote or solicit business opportunities from any of Unruly's advertising clients with the effect of reducing the amount of business conducted through Unruly by such advertising client, its agencies or affiliates, or to develop or promote, or to assist a third party in developing or promoting, any product or service offering that directly competes with any product or service provided by Unruly.
• The term "Unruly Confidential Information" does not include information that (i) has become publicly known through no breach by Publisher or Unruly, or information that has been: (ii) is independently developed without access to Unruly Confidential Information, as evidenced in writing; (iii) is rightfully received by Publisher from a third party without any confidentiality obligation; or (iv) is required to be disclosed by law or by a governmental authority, but only to the extent Publisher is advised by counsel about what may be disclosed, provided, however, that Publisher shall give Unruly prompt notice of such disclosure requirement and shall reasonably assist Unruly in obtaining a protective order or equivalent.
Unruly may investigate any activity that in its sole determination could (a) constitute a breach or violation of applicable laws, rules, regulations, generally-adopted industry policies and practices, or Publisher's obligations to Unruly including all or any part of the Publisher Agreement, or (b) could adversely affect Unruly's or any of its advertising clients' reputation or industry standing.
Unruly may investigate any activity that in its sole determination could (a) constitute a breach or violation of applicable laws, rules, regulations, generally-adopted industry policies and practices, or Publisher's obligations to Unruly including all or any part of the Publisher Agreement, or (b) could adversely affect Unruly's or any of its advertising clients' reputation or industry standing.
Either party may terminate the Publisher Agreement (a) upon a breach of the Publisher Agreement by the other party upon at least ten (10) business days’ prior written notice to such breaching party, unless such breach is waived by the non-breaching party or substantively cured within such ten (10) business days' period or (b) if the other party enters into liquidation or becomes insolvent or makes an assignment for the benefit of its creditors, or if a receiver is appointed for it or its assets, or if any bona fide petition is filed by or against it seeking its liquidation or an adjudication of its insolvency or its adjudication as bankrupt or the appointment of a receiver for it or its assets, subject in all cases to applicable law.
• In the event Unruly enters into agreements with Unruly's advertising clients that provide for placement or display of Video Advertising Placements based on commitments by Publisher of available inventory or for other provision of services beyond the Term, then notwithstanding anything to the contrary set forth in the Publisher Agreement, Unruly may elect that the Publisher Agreement continue to apply to the serving of such Video Advertising Placements or performance of such services, and the Term shall be deemed extended with respect to such placements and services.
• Without limiting any other relief or remedy available to it or its advertising clients, Unruly may terminate and withhold further payments to Publisher in connection with any Video Advertising Placements and/or terminate the Publisher Agreement in Unruly’s sole discretion without further obligation to Publisher, if Unruly determines that Publisher and/or any of Publisher's Site(s) has failed to comply with applicable laws, rules, regulations or generally-adopted industry policies and practices or Publisher's obligations under any portion of the Publisher Agreement.
• Unruly reserves the right to terminate, with or without effective notice, any Publisher whose participation either (x) has not generated a sufficient number of valid views or engagements, as applicable, in relation to Video Advertising Placements (in each case as measured and tracked by Unruly) for a period of two (2) months or more or (y) has been inactive for more than three (3) months based on Unruly’s determination based on consideration such as lack of activity in Publisher's Account Area, failure to submit invoices, non-removal of Video Advertising Placements or the Unruly Media Player, or any other circumstances signifying Publisher’s cessation of business or of participation in the Unruly Publisher Network.
• In the event the Agreement is terminated by Unruly without cause or is terminated by Publisher in accordance with the terms hereof with proper notice, Unruly will pay Publisher any earned balance within approximately ninety (90) days after the end of the calendar month in which the Agreement was so terminated.
• In the event Unruly terminates the Publisher Agreement due to any breach or other violation by Publisher or in relation to any of Publisher's Site(s), Unruly shall have no obligation to pay Publisher any amounts that may then be owing or payable to Publisher, subject to any remedy or relief that may be available to Unruly as a matter of law or in equity.
• Upon termination of participation of all of Publisher's Site(s) in any and all Video Advertising Placements or termination of the Publisher Agreement for any reason, any provisions of the Publisher Agreement which by its terms or under circumstances are intended or would reasonably be expected to survive, shall survive termination.
UNRULY AND ITS AFFILIATES PROVIDE THEIR RESPECTIVE SERVICES ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTY OF ANY KIND AND WITHOUT ANY GUARANTEE OF CONTINUOUS OR UNINTERRUPTED DISPLAY OR DISTRIBUTION OF ANY ADVERTISING MATERIALS. UNRULY’S SOLE OBLIGATION IN THE EVENT OF ANY INTERRUPTION OR FAILURE WILL BE TO RESTORE SERVICE AS SOON AS REASONABLY PRACTICABLE. NEITHER UNRULY NOR ANY OF ITS AFFILIATES MAKE ANY WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE UNRULY MEDIA PLAYER, ANY VIDEO ADVERTISING PLACEMENTS, OR ANY AND ALL ADVERTISING OR OTHER SERVICES PROVIDED BY UNRULY. UNRULY AND ITS AFFILIATES HEREBY EXPRESSLY EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS, CONDITIONS AND ALL OTHER TERMS OF ANY KIND WHATSOEVER IMPLIED BY STATUTE OR COMMON LAW, INCLUDING WITHOUT LIMITATION NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE PUBLISHER AGREEMENT, UNRULY SHALL HAVE NO LIABILITY TO PUBLISHER, PUBLISHER'S END USERS, OR IN RELATION TO ANY OF PUBLISHER'S SITE(S), OF ANY KIND WHATSOEVER IN CONNECTION WITH THE USE OF THE UNRULY MEDIA PLAYER OR THE DISPLAY OR SUBJECT MATTER OF ANY VIDEO ADVERTISING PLACEMENTS. Without limiting the foregoing, Unruly will have no obligation, liability or other responsibility for anything related to Publisher's Site(s), including without limitation the receipt of queries from end users of Publisher's Site(s) or the transmission of data between Publisher's Site(s) and Unruly. Unruly makes no guarantee regarding the number of views or engagements that any Video Advertising Placements will deliver on Publisher's Site(s), nor the timing of delivery of such views or engagements, since these matters are under Publisher's control.
EXCEPT FOR PUBLISHER'S CONFIDENTIALITY AND INDEMNIFICATION OBLIGATIONS OR ITS BREACH OF NON-CIRCUMVENTION, NON-SOLICITATION OR NON-COMPETE OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THE PUBLISHER AGREEMENT OR ANY EXHIBIT, SCHEDULE OR OTHER ATTACHMENT HERETO, WHETHER IN TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), CONTRACT, MISREPRESENTATION, RESTITUTION OR OTHERWISE FOR ANY LOSS OF PROFITS, DEPLETION OF GOODWILL AND/OR SIMILAR LOSSES OR LOSS OR CORRUPTION OF DATA OR INFORMATION, OR PURE ECONOMIC LOSS, OR FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL LOSS, COSTS, DAMAGES, CHARGES OR EXPENSES HOWEVER ARISING HEREUNDER. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN OR OTHERWISE, UNRULY'S AGGREGATE LIABILITY TO PUBLISHER UNDER THE PUBLISHER AGREEMENT IS LIMITED TO THE NET AMOUNT FOR ANY CLAIM PAID BY UNRULY TO PUBLISHER DURING THE THREE-MONTH PERIOD PRECEDING THE DATE OF SUCH CLAIM.
Each of the undersigned parties represents, warrants and covenants that it has all necessary rights, power, and authority to enter into and perform the Publisher Agreement. Further, Publisher represents, warrants and covenants that it is authorized to act on behalf of each of Publisher's Site(s) for the purposes of performing the Publisher Agreement, displaying the Unruly Media Player and Video Advertising Placements and participating in the Unruly Publisher Network; it complies, and will continue to comply with all applicable laws, statutes, ordinances, and regulations (including without limitation any relevant data protection or privacy laws); and all content on any of Publisher's Site(s) is legal to distribute in the manner and locations as distributed and that the Publisher owns or has legal right to use any and all copyrighted material. Publisher agrees to indemnify, defend and hold Unruly, its agents, affiliates, subsidiaries, directors, officers, employees, and applicable third parties (including without limitation advertising clients, syndication partners, licensors, licensees, consultants and contractors, agents and representatives) harmless from and against any and all third party claims, liability, loss, and expense (including damage awards, settlement amounts, and reasonable legal fees), brought against any Indemnified Person, arising out of, related to or which may arise from: Publisher's participation in the Unruly Publisher Network; Publisher's conflict with, breach or violation of any term of the Agreement or the Unruly Network Policies; existence or operation of Publisher's Site(s) or any materials that appear thereon, including based on the combination of Publisher's Site(s) or such materials with other applications, content, or processes; use, development, design, manufacture, production, advertising, promotion, or marketing of Publisher's Site(s) or any materials that appear on or within Publisher's Site(s); Publisher use of the Unruly Media Player or any Video Advertising Placements, whether or not such use is authorized by or violates the Agreement or applicable law or any other obligations to which Publisher are bound; or Publisher or Publisher employees' negligence or wilful misconduct.
Force Majeure. Without limiting the foregoing and except for payment obligations, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action or acts of terrorism, earthquake or other acts of God, labour conditions, and power failures.
Publicity. Neither party will use the other party’s name, logo, trademarks or service marks in any press release or any other public announcement without the prior written approval of such other party. Nothing in the Agreement shall prevent either party from making any statement about its business relationship with the other within the scope of the Publisher Agreement or otherwise making public or private statements in the normal course of its business that do not disclose any Unruly Confidential Information. Publisher will not publicly or privately disparage Unruly or any of its affiliates or its products or services or business, nor engage in any action or practice that devalues or reflects poorly on Unruly or its reputation or goodwill. Notwithstanding the foregoing, Unruly may, and is hereby granted the right by Publisher to, use Publisher name and logo in presentations, marketing materials, customer lists, financial reports, and Web site listings of customers.
No Agency. Publisher will not misrepresent or embellish the relationship between Unruly and Publisher (including by expressing or implying that Unruly supports, sponsors, endorses, or contributes to any charity or other cause), or express or imply any relationship or affiliation between Unruly and Publisher or any other person or entity except as expressly permitted by the Agreement. The relationship between Unruly and Publisher is not one of a legal partnership relationship, but is one of independent contractors.
Non-Assignment. Publisher may not resell, assign, or transfer any of Publisher rights hereunder. Any such attempt may result in termination of the Publisher Agreement, without liability to Unruly. Notwithstanding the foregoing, Unruly may assign the Publisher Agreement either (x) in whole or in severable part, to any affiliate at any time without notice (including without limitation such that the assigning entity has no further rights and obligations and the assignee entity assumes all rights and obligations or such that both the assignee and assignor have full rights and obligations severally under the Publisher Agreement) or (y) in connection with any corporate reorganization, stock purchase, merger, or sale of all or substantially all of the business and assets associated with the subject matter of the Agreement.
Governing Law. The Publisher Agreement shall be governed by the laws of England and Wales. Any dispute or claim arising out of or in connection with the Publisher Agreement shall be adjudicated in the courts of England and Wales located in London, England.